General terms and conditions

These General Terms and Conditions for SpiroFit (hereinafter referred to as “GTC” or “Terms”) apply to contracts between the

SENDSOR GmbH
Am Brucker Feld 7
85567 Grafing
Germany
Email : info@sendsor.de
Tel: +49 (0)8092 863 363 1

(hereinafter referred to as “ We ” or “ Us ”) and an end customer (hereinafter referred to as “ Customer ”) regarding the sale of SpiroFit products (hereinafter referred to as “ Contract ”).

1. Contractual basis

1.1. Contracting parties

1.1.1.
The contracting parties are exclusively us and the customer. Third parties are not entitled to any rights under this contract unless otherwise agreed.

1.1.2.
Customers can be both consumers and businesses.
a) A consumer is any natural person who enters into a legal transaction for purposes that are predominantly neither attributable to their commercial nor their independent professional activity (§ 13 BGB).
b) An entrepreneur is a natural or legal person or a legally capable partnership that, when concluding a legal transaction, acts in the exercise of its commercial or independent professional activity; a legally capable partnership is a partnership that is endowed with the capacity to acquire rights and incur liabilities.

1.1.3.
In individual cases, different provisions may apply to consumers or entrepreneurs, provided that these terms and conditions or referenced provisions explicitly refer to consumer or entrepreneur status.

1.1.4.
If the customer is a natural person, the prerequisite for the sale of SpiroFit products is that the customer has full legal capacity, i.e., is at least 18 years old.

1.2. Subject of the contract

1.2.1.
The subject of this contract is the sale of SpiroFit products by us to the customer in return for payment of the agreed remuneration (hereinafter referred to as ” service “).

1.2.2.
“ SpiroFit products ” refers to the various models or versions (e.g. SpiroFit Principal Package and SpiroFit Executive Bundle) of a respiratory gas analyzer for the sports, fitness and lifestyle sector, with which fitness data can be generated for measurement, display and analysis.

1.2.3.
Please note that SpiroFit products are intended for use in conjunction with ” SpiroFit applications ,” meaning software applications, computer programs, and/or mobile applications that we offer for use with SpiroFit products. If SpiroFit products are not connected to SpiroFit applications, they cannot be used as intended.

1.3. Conclusion of contract

1.3.1.
The contract is concluded by our acceptance of an order from the customer, our delivery of the ordered SpiroFit products, or the customer’s acceptance of an offer from us.

1.3.2.
All our offers are subject to change and non-binding unless expressly designated as binding. In particular, the presentation of SpiroFit products on our website merely constitutes an invitation to the customer to submit an offer. Unless expressly stated otherwise, we may accept customer orders or commissions within 14 days of receipt.

1.3.3.
The presentation of SpiroFit products on our website merely constitutes a description of their characteristics, not a guarantee. Images of SpiroFit products are for illustrative purposes only and do not form part of the contract.

1.3.4.
Services are provided exclusively on the basis of these General Terms and Conditions. Any conflicting terms and conditions or unilateral modifications to these terms and conditions by the customer are not accepted by us. Individual contractual agreements that deviate from these terms remain reserved.

1.3.5
These terms and conditions apply exclusively to the services and do not apply to any other products we offer.

2. Delivery

2.1. Delivery times and delays

2.1.1.
The delivery period will be agreed upon individually or specified by us upon acceptance of the order. If the delivery period is stated in “days,” this refers to working days. ” Working days ” in this context are all calendar days that are not Sundays or public holidays according to federal law or the state law of Bavaria.

2.1.2.
If the SpiroFit products selected by the customer are unavailable or not available in the ordered quantity at the time of the order, we will inform the customer immediately in the order confirmation. If delivery is delayed by more than two weeks, we are entitled to withdraw from the contract. Any payments already made by the customer will be refunded immediately.

2.1.3.
If we are unable to meet binding delivery deadlines for reasons beyond our control (non-availability of the goods or services), we will inform the customer immediately and provide the expected new delivery date. If the goods or services are still unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will promptly refund any payments already made by the customer. Non-availability of the goods or services includes, for example, failure to receive timely delivery from our suppliers, if we have concluded a congruent hedging transaction, other disruptions in the supply chain due to force majeure, or if we are not obligated to procure the goods or services in a specific case.

2.1.4.
Our liability for late delivery is governed by statutory regulations. If we are late with delivery, the customer must grant us a reasonable grace period, which may not be less than two weeks. Only after this grace period has expired without delivery is the customer entitled to withdraw from the contract.

2.1.5.
The customer’s rights under these terms and conditions and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

2.2. Delivery process and delivery restrictions

2.2.1.
Delivery is ex warehouse, which is also the place of performance for the delivery and any subsequent performance.

2.2.2.
Unless otherwise agreed, we are entitled to commission a shipping company of our choice to deliver the goods and to determine the shipping method and packaging at our reasonable discretion.

2.2.3.
We are entitled to make partial deliveries, provided this is reasonable for the customer.

3. Prices and Payment

3.1. Prices

Unless otherwise stated, all prices quoted are gross prices including statutory VAT and are subject to additional shipping costs , which include the costs of any transport insurance we may have taken out.

3.2. Shipping costs for partial deliveries

If we fulfill the order through partial deliveries, the customer will only incur shipping costs for the first partial delivery. If the partial deliveries are made at the customer’s request, we will charge shipping costs for each partial delivery.

3.3. Payment terms

3.3.1
We only accept payment in advance. We will provide the customer with our bank details beforehand (e.g., in the order confirmation). We only accept payments from accounts within the European Union; under no circumstances will we cover the costs of any money transfer.

3.3.2.
The customer is not entitled to offset any claims against our receivables unless the customer’s counterclaims are legally established or undisputed. The customer is also entitled to offset claims against our receivables if the customer asserts claims for defects or counterclaims arising from the same purchase agreement.

3.3.3.
If the customer is a consumer, we will use the same payment method for the refund that the customer used for the original payment. Sentence 1 does not apply if something different has been expressly agreed upon and the consumer incurs no costs as a result. In the case of payment by bank transfer, we will transfer the amount to the account used by the consumer, unless they provide us with different account details.

4. Warranty

4.1.1.
There is a statutory warranty right. Our liability for defects is governed by the statutory regulations.

4.1.2.
Notwithstanding Section 438 Paragraph 1 No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title against businesses is only one year from delivery; if acceptance is agreed upon, the limitation period begins with acceptance. The following Clause 5 applies accordingly to claims for damages and reimbursement of expenses.

5. Liability and limitations of liability

5.1. Liability without contractual limitation

We are liable without contractual limitation in accordance with statutory regulations.
a) for damages insofar as these are based on the absence of a quality for which we have assumed a guarantee;
b) due to intent;
c) for damages insofar as these are based on the fact that we have fraudulently concealed a defect;
d) for damages resulting from injury to life, body or health caused by an intentional or negligent breach of duty by us or otherwise by intentional or negligent conduct of a legal representative or vicarious agent of ours;
e) for damages other than those listed under clause d) of these terms and conditions, which are based on an intentional or grossly negligent breach of duty by us or otherwise on intentional or grossly negligent conduct by a legal representative or vicarious agent of us;
f) according to the Product Liability Act, the General Data Protection Regulation and the Federal Data Protection Act.

5.2. Limitation of liability

In cases other than those listed in section 5.1 above of these terms and conditions, our liability is limited to compensation for typical and foreseeable damages, provided that the damage is caused by a negligent breach of essential contractual obligations by us or by one of our legal representatives or agents. Essential contractual obligations (also known as “cardinal obligations”) are obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer regularly relies and may rely.

5.3. Disclaimer

In cases other than those listed in the two preceding clauses 5.1 and 5.2 of these terms and conditions, our liability, our legal representatives and our vicarious agents for negligence is limited to the typical and foreseeable damage under the contract.

5.4. Contributory negligence

The defense of contributory negligence remains unaffected.

5.5. Scope of limitations and exclusions of liability

The foregoing provisions in clause 5 of these terms and conditions shall apply to all contractual and non-contractual claims for damages, irrespective of their legal basis, and shall also apply accordingly to liability for reimbursement of wasted expenses.

6. Cancellation

Customers who are consumers have the right of withdrawal described below. However, we
would like to point out that this right of withdrawal may be excluded if the seal has been
broken (see section 6.2 ).

6.1. Right of withdrawal and information

Cancellation policy

Right of withdrawal:

You have the right to withdraw from this contract within fourteen days without giving any reason. The cancellation period is fourteen days from the day the contract is concluded. To exercise your right of withdrawal, you must inform us,

SENDSOR GmbH.
Am Brucker Feld 7
85567 Grafing

Tel.: +49 (0)8092 863 363 1
E-Mail: info@sendsor.de

You must inform us of your decision to withdraw from this contract by means of a clear statement (e.g. a letter sent by post or an email). You may use the attached model withdrawal form, but this is not obligatory. To meet the withdrawal deadline, it is sufficient for you to send your notification of exercising your right of withdrawal before the withdrawal period has expired.

Consequences of withdrawal:

If you withdraw from this contract, we will reimburse all payments received from you, including delivery costs (excluding any additional costs arising from your choice of a delivery method other than our cheapest standard delivery option), without undue delay and at the latest within fourteen days from the day on which we receive your notification of withdrawal from this contract. For this reimbursement, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise; in no case will you be charged any fees as a result of this reimbursement.

If you have requested that the services begin during the withdrawal period, you must pay us a reasonable amount corresponding to the proportion of the services already provided up to the time you inform us of your exercise of the right of withdrawal with respect to this contract, in comparison to the total scope of the services provided for in the contract.

Sample cancellation form

(If you wish to cancel the contract, please fill out this form and return it.)

– To SENDSOR GmbH, Am Brucker Feld 7, 85567 Grafing, info@sendsor.de :
– I/We (*) hereby revoke the contract concluded by me/us (*) for the purchase of the following goods (*)/ the provision of the following product/service (*)
– Ordered on (*)/ received on (*)
– Name of consumer(s)
– Address of the consumer(s)
– Signature of the consumer(s) (only for notifications on paper)
– Date
________________
(*) Please delete as appropriate.

6.2. Exclusion of the right of withdrawal

We would like to point out that the aforementioned right of withdrawal is excluded in accordance with § 312g para. 2 no. 3 of the German Civil Code (BGB) for contracts for the delivery of sealed goods which are not suitable for return for reasons of health protection or hygiene if their seal has been removed after delivery.

7. General provisions

7.1. Applicable law

7.1.1.
This contract is governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding any renvoi or referral.

7.1.2.
However, the choice of law shall not apply insofar as it would deprive the customer, as a consumer, of the protection afforded to him by those provisions which, under the law of the state in which the customer, as a consumer, has his habitual residence, may not be derogated from by agreement.

7.2. Jurisdiction

The exclusive place of jurisdiction for all disputes arising from or in connection with the contract between us and a customer who is a merchant, a legal entity under public law, or a special fund under public law, is Munich, Germany. This choice of jurisdiction agreement does not apply if an exclusive place of jurisdiction for the action or the respective proceedings is stipulated by law, or if a choice of jurisdiction agreement is inadmissible for other reasons.

7.3. Dispute resolution

7.3.1.
The European Commission must provide a European platform for online dispute resolution (ODR platform). The ODR platform can be found online at http://ec.europa.eu/consumers/odr/.

7.3.2.
We are currently not participating in any voluntary dispute resolution proceedings before a German consumer arbitration board. There is no legal obligation to do so.

7.4. Codes of conduct

We have not subjected ourselves to any codes of conduct.

7.5. Changes

Any amendments or additions to this contract must be in writing to be effective. This also applies to any amendment or cancellation of this clause. Individual contractual agreements that deviate from this provision take precedence.

7.6. written form

Insofar as the parties have agreed or agree in the future that a declaration requires written form to be effective, telecommunication transmission by means of fax or an email that meets the requirements of text form is sufficient to comply with this requirement, and in the case of the conclusion of a contract, the exchange of declarations that meet the requirements of written form is sufficient.

7.7. Language

Insofar as this contract is drawn up not only in German, but also in English or another language, in the event of discrepancies between the German version and the version in another language, the German version shall prevail.

7.8. Severability clause

If a provision of this agreement is or becomes wholly or partially invalid or unenforceable, the remainder of the agreement shall remain in full force and effect. The invalid or unenforceable provision shall be replaced, by interpretation, or alternatively by reinterpretation, or alternatively by a separate agreement, with a valid and enforceable provision that most closely reflects or approximates the intent and purpose of the invalid or unenforceable provision, provided that the content of the agreement is not thereby substantially altered. The same applies to any gaps in the agreement.